Booking Holdings Inc

This non‑binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation disclosure (the 'say‑on‑pay' vote). Management is seeking shareholder approval to validate its pay programs that emphasize performance‑based compensation (a mix of PSUs and RSUs, short‑term bonus capped at 2x target, and Compensation EBITDA and Revenue metrics), and to confirm alignment between executive incentives and stockholder value creation. The Board and its Talent & Compensation Committee argue that the program ties pay to multi‑year financial metrics, includes an rTSR modifier and absolute TSR governor on PSUs to align with shareholder returns, and incorporates stockholder feedback through engagement. The Company reports strong 2025 operating and financial results and significant capital returns (repurchases and dividends) that management cites as evidence that the compensation framework supports sustainable performance. Shareholders' approval would be advisory only but is used by the Board to guide future compensation decisions; management recommends FOR. Potential stockholder concerns include the size and mix of awards, dilution, and whether metrics sufficiently constrain upside absent broader governance protections; the proxy addresses these by describing caps, clawback policies, and stock ownership guidelines. Voting FOR signals continued support for management’s compensation design, while a significant vote AGAINST could prompt engagement and potential plan redesign. Given the disclosed pay‑for‑performance features and recent say‑on‑pay support history, management frames the proposal as consistent with stockholder interests and retention of key talent.

This management proposal requests stockholder approval to amend the charter to permit officer exculpation to the fullest extent allowed by Delaware law, mirroring existing director exculpation for direct claims. Management seeks approval to provide consistent liability treatment for officers and directors, arguing that such protection helps attract and retain senior talent and reduces litigation distraction and cost. The amendment is narrowly limited by enumerated exceptions—no exculpation for breaches of the duty of loyalty, bad‑faith acts, intentional misconduct, knowing violations of law, improper personal benefit, and (for officers) derivative suits—so fiduciary accountability for core misconduct is preserved. The Board assessed the tradeoffs and concluded that expanding exculpation for monetary damages in direct claims is prudent given the Company’s global exposure and competitive hiring markets; it also retains the Board’s discretion not to implement the amendment even if approved. From a governance perspective, exculpation can lower risk for officers making good‑faith business decisions but may raise stockholder concerns about reducing remedies for negligent conduct; however, the listed carve‑outs preserve major accountability channels. Adoption requires a majority of outstanding shares and would become effective upon filing with Delaware. The Board recommends FOR, emphasizing recruitment, alignment with director protections, and potential litigation cost reduction as principal rationales.

Proponent John Chevedden seeks an annual public report disclosing the Company’s policies and all monetary and non‑monetary contributions used to influence elections or referendum outcomes (excluding lobbying). The proponent argues such disclosure mitigates reputational and financial risk from corporate electoral spending—particularly payments that may flow to trade associations, 501(c)(4) entities, or other intermediaries—and contends that transparency enables shareholders to assess alignment with Company policies and values. The Board counters that the Company already has a Political Contributions Policy, Corporate Governance Committee oversight, and has not made corporate political contributions in at least the last ten years; it further notes that legal disclosure regimes and trade‑association due diligence practices provide adequate transparency. From a governance evaluation perspective, the proposal raises legitimate concerns about indirect funding channels and reputational risk, but the Company’s existing controls (policy, annual committee review, thresholds for association reporting) and public filing obligations reduce incremental informational value. The materiality of any undisclosed spending appears low given management’s statements that corporate political contributions have not been made in a decade; however, third‑party payments and trade association dues can present residual risk and require ongoing oversight. Implementing the requested report would increase transparency but also impose administrative cost and potential duplication of existing disclosures; shareholders must weigh the incremental benefit of standardized public reporting against management’s claim of redundancy and adequacy of current governance. If significant evidence of undisclosed electoral spending or trade‑association risk emerges, the case for the proposal strengthens; absent that, the Board’s position that existing policies and legal disclosures are sufficient may be persuasive to many investors.